Can you be charged a fee if two firms submitted the same SDLT refund claim?

Introduction

People often search for this issue after receiving an invoice from a stamp duty refund firm even though another adviser also submitted a claim to HMRC. The situation can become confusing very quickly, especially where HMRC has already paid a refund and it is unclear which submission led to that payment.

The key question is usually not only whether the refund itself was valid, but whether the client still owes fees under a contract they signed with the first firm. In many cases, the answer turns on the wording of the agreement, whether the appointment was exclusive, and what happened in practice when more than one claim was submitted.

The Question

A taxpayer instructed a firm to pursue an SDLT refund claim and agreed to terms stating that the firm had an exclusive appointment and that fees would be payable if compensation was paid directly to the client by the third party. Later, it emerged that another refund business had also submitted a claim to HMRC for the same matter.

HMRC paid a refund, but there was uncertainty over which submission actually produced the repayment. The taxpayer had already paid fees to the second business and was then asked by the first firm to pay its invoice as well. The issue was whether the first firm could still charge under its contract, and what should happen where a duplicate claim had been made.

Nick’s Explanation

Nick’s explanation focused on two practical points.

First, if a client has signed terms giving one firm an exclusive right to handle the claim, and those terms say fees are payable even where HMRC pays the refund directly to the client, the firm may still have a contractual basis to charge. In anonymised form, Nick’s point was:

“Under the signed terms, it would be reasonable to pursue payment where the client had appointed the firm exclusively and a refund was then paid.”

Second, he identified the duplicate-claim problem. In anonymised form, he warned that:

“Submitting duplicate claims to HMRC is a serious issue, because it can create confusion over entitlement, duplicate payments, and possible follow-up enquiries into the taxpayer’s affairs.”

After speaking to the other adviser, Nick accepted that the client appeared to have made a genuine mistake and proposed a reduced fee as a practical compromise. That is important. It shows the difference between a strict contractual position and a commercial settlement. A firm may believe it has a right to full payment under the contract, but still agree to reduce the invoice where the facts show confusion rather than deliberate misconduct.

The Law

There is no special SDLT rule that automatically determines which private adviser is entitled to fees when two advisers submit the same refund claim. That issue is generally governed by ordinary contract law.

The legal position usually depends on:

• whether there was a binding contract between the client and the firm;
• whether the contract gave the firm an exclusive appointment;
• whether the contract said fees became payable if a refund was obtained, even if paid directly to the client;
• whether the client breached the exclusivity clause by appointing another business without consent; and
• whether the claimed fee is enforceable under general contract principles and consumer law.

Where the client is a consumer, the fairness of contract terms may also be relevant under the Consumer Rights Act 2015. A term must be transparent and fair. If a fee clause or exclusivity clause is hidden, misleading, or disproportionately one-sided, there may be scope to challenge it. But where the wording is clear and prominent, the client may still be bound by it.

From the tax side, SDLT refund claims are made under the Finance Act 2003 framework. HMRC may consider whether a repayment was due, but HMRC does not usually adjudicate private fee disputes between competing advisers. Nor will HMRC normally decide which private business is contractually entitled to payment from the taxpayer.

Analysis

The position can be analysed in stages.

1. Was there a signed contract?

If the taxpayer signed terms and conditions with the first firm, that is the starting point. Here, the relevant clauses were said to provide for an exclusive appointment and for fees to remain payable if HMRC paid the refund direct to the client.

2. Did the contract prohibit appointing another adviser?

If the agreement said the client must not appoint another claims handler or adviser during the contract term without written consent, instructing a second business may amount to a breach of contract. That does not automatically answer every fee dispute, but it strongly supports the first firm’s position.

3. Does it matter which adviser actually caused the refund?

It matters factually, but not always decisively. Some contracts are drafted so that the fee becomes payable if the refund is obtained during the retainer or as a result of the matter being pursued, even if the payment is made direct to the client. If that wording is valid and enforceable, the first firm may argue that exact causation is not essential.

That said, if the second adviser alone did the effective work and the first adviser’s submission played no material role, the client may still wish to challenge the first invoice, especially if the terms are unclear or potentially unfair.

4. What if HMRC cannot say which claim produced the repayment?

That creates an evidential problem. HMRC may simply confirm that a repayment was made without attributing it to one submission or another. In that situation, the contractual wording becomes even more important. If the first firm’s terms clearly cover this scenario, the client may still face liability.

5. Is a duplicate claim itself a problem?

Yes. Duplicate claims can create confusion, delay, and possible HMRC scrutiny. Even if there is no deliberate wrongdoing, it is not a good position for a taxpayer to be in. The client should make sure HMRC has a clear record of who is authorised to correspond and whether any duplicate submission needs to be withdrawn or explained.

6. Can the dispute be settled commercially?

Yes, and often that is the most practical route. In the scenario here, the first firm considered it had a contractual right to pursue the original invoice but offered a reduced amount because the client appeared to have made a genuine mistake and had already paid the other business. That sort of compromise is common in disputes involving overlapping retainers.

Outcome

The practical conclusion is that a client can still face a fee from the first firm if they signed an exclusive contract and then allowed another adviser to submit the same SDLT refund claim. The fact that HMRC paid the refund, or that another business may also have been involved, does not automatically cancel the first firm’s contractual rights.

However, the exact outcome depends on the wording of the contract, whether the terms were fair and transparent, and whether the parties can establish who did what. In a confused duplicate-claim situation, a negotiated reduction may be more realistic than insisting on the full invoice or refusing payment entirely.

Practical Steps

If you are in this position, take these steps:

• Obtain the signed terms and conditions from every adviser involved.
• Check for exclusivity clauses, fee triggers, and clauses dealing with direct payment by HMRC.
• Ask each adviser for a copy of the claim submission, filing date, and supporting correspondence.
• Ask HMRC what repayment was made and whether it can confirm the processing history, while recognising HMRC may not decide the private fee dispute.
• Do not submit any further claim until the position is clarified.
• If you have already paid one adviser, gather proof of payment and provide it to the other adviser when seeking a commercial resolution.
• If you think the contract terms were unclear or unfair, take advice on enforceability under consumer contract law.
• If there is any continuing uncertainty, write to HMRC clearly explaining that duplicate claims were submitted and that the matter has now been regularised, if that is the case.

If the underlying refund claim itself depends on whether a property was uninhabitable or not suitable for use, readers should be aware that the threshold is now relatively high following Amarjeet and Tajinder Mudan v The Commissioners for HMRC [2025] EWCA Civ 799. A property will not qualify merely because it needs repair or modernisation. The condition must be serious enough to meet the stricter legal test now applied by the courts.

Conclusion

Where two firms submit the same SDLT refund claim, the tax repayment and the fee dispute are separate issues. HMRC may pay the refund without resolving which adviser is entitled to fees. If the first firm had an exclusive contract with clear fee clauses, the client may still owe money even if another adviser was also involved. The safest course is to review the contracts, gather the filing evidence, and resolve the matter quickly before it develops into a wider dispute.

Legal References Used

• Finance Act 2003
• Consumer Rights Act 2015
• Amarjeet and Tajinder Mudan v The Commissioners for HMRC [2025] EWCA Civ 799

This page was last updated on 22 March 2026.

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